Exhibit 10.29
TIME SHARING
AGREEMENT
This Time Sharing Agreement (this
“Agreement”) is made and entered into as of
January 1, 2008 among ROSEMONT PROJECT MANAGEMENT, L.L.C., a
Delaware limited liability company (the “Owner”) and
Thomas J. Pritzker (the “Lessee”).
W
I T N
E S S E T H
:
WHEREAS, Owner is the registered
owner of that certain Daussault-Breguet Falcon 900EX
aircraft bearing the United States Registration Number N312P
(the “Aircraft”);
WHEREAS, Owner contracts to provide
a fully qualified flight crew to operate the Aircraft (the
“Flight Crew”); and
WHEREAS, from time to time, Lessee
desires to lease the Aircraft and the Flight Crew from Owner on a
time sharing basis as defined in Section 91.501(c)(1) of the
Federal Aviation Regulations (the “FAR”).
NOW THEREFORE, Owner and Lessee,
declaring their intention to enter into and be bound by this
Agreement, and for the good and valuable consideration set forth
below, hereby covenant and agree as follows:
1. Term; Lease . This
Agreement shall become effective as of January 1, 2008 (the
“Effective Date”) and shall continue in effect until
Owner delivers to Lessee at least 45 days prior written notice of
termination of this Agreement. Lessee may terminate its
participation in this Agreement by delivering written notice to the
Owner at least 45 days prior to the effective date of such
termination. From and after the Effective Date until the
termination of this Agreement, Owner hereby agrees to lease the
Aircraft to Lessee pursuant to the provisions of
Section 91.501(c)(1) of the FAR and to provide the services of
the Flight Crew for all operations.
2. Scheduling . Lessee shall
provide Owner with requests for flights and proposed flight
schedules as far in advance of any given flight as possible, and in
any case, at least (a) 24 hours in advance of Lessee’s
planned departure, with respect to flights within the continental
United States, and (b) three (3) days in advance of
Lessee’s planned departure, with respect to all other
flights, provided that Owner may waiver the required notice
provisions in its sole discretion. Requests for flight time shall
be in a written form that shall be provided to Lessee by Owner, and
shall include:
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(a)
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proposed
departure point;
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(c)
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date and time
of flight;
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(d)
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the number of
anticipated passengers;
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(e)
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the names of
the anticipated passengers;
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(f)
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the nature and
extent of luggage and/or cargo to be carried; and
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(g)
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the date and
time of a return flight, if any.
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In addition, Lessee shall provide
any other information concerning the proposed flight that may be
pertinent or required by Owner or the Flight Crew. Owner shall have
final authority over the scheduling of the Aircraft; provided,
however, that Owner shall use its best efforts to accommodate
Lessee’s needs and to avoid conflicts in scheduling. The
pilot in command shall have final and complete authority to cancel
any flight for any reason or condition that, in his or her
judgment, would compromise the safety of the flight.
3. Flight Fee . For each
flight provided for Lessee under this Agreement, Lessee shall pay
Owner an amount (the “Flight Fee”) equal to
(i) for up to thirty-three hours of the Lessee’s annual
use under this Agreement, the Standard Industry Fare Level
cents-per-mile rate applicable for the period during which the
flight was taken multiplied by the flight miles during the
applicable Flight Time and (ii) for any flight or portion of a
flight not covered in (i) above, an amount equal to the lesser
of (x) product of the applicable Flight Time multiplied by the
“Direct Cost Rate” published annually by
Conklin & de Decker (or any comparable publication if
Conklin & de Decker is no longer available or no longer
appropriate to use for this purpose) for operating a
Daussault-Breguet Falcon 900EX aircraft or (y) two
times the fuel costs to operate the flight, but in no event shall
the amount paid exceed the actual expenses incurred for the flight,
determined as authorized by FAR Part 91.501(d)(1)-(10) as the sum
of the following costs and expenses:
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(a)
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fuel, oil,
lubricants and other additives;
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(b)
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travel expenses
of the Flight Crew, including food, lodging and ground
transportation;
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(c)
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hangar and tie
down costs away from the Aircraft’s base of
operation;
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(d)
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insurance
obtained for the specific flight;
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(e)
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landing fees,
airport taxes and similar assessments;
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(f)
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customs,
foreign permits, and similar fees directly related to the
flight;
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(g)
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in-flight food
and beverages;
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(h)
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passenger
ground transportation;
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(i)
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flight planning
and weather contract services; and
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(j)
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an additional
charge equal to 100 percent of the fuel, oil, lubricants and other
additives expense listed in item (a) above.
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The Direct Cost Rate shall be determined as
provided herein at the beginning of each calendar year based on the
information available at that time, and shall apply to all flights
provided for Lessee under this Agreement for that calendar
year.
For purposes of this Agreement,
the